Last Updated on: 13-Apr-2023
1. ACCEPTANCE OF TERMS
GALE CREATIVE AGENCY PRIVATE LIMITED HAVING ITS REGISTERED OFFICE AT NO.3/1, GROUND FLOOR, JP TECHNO PARK, MILLER TANK BUND ROAD, VASANTH NAGAR, BANGALORE – 560 052, KARNATAKA, INDIA (HEREINAFTER REFERRED TO AS “GALE”/ “WE”/ “US”/ “OUR”), ON BEHALF OF ITSELF AND ITS AFFILIATES/GROUP COMPANIES UNDER THE BRAND ‘MARKEY’, OPERATES THE WEBSITE ‘www.markey.ai’ and all its subdomains and webpages (TOGETHER REFERRED TO AS “PLATFORM”).
THIS DOCUMENT IS A LEGALLY BINDING DOCUMENT WHETHER YOU ARE A REGISTERED OR UNREGISTERED USER OF THE PLATFORM (HEREINAFTER REFERRED TO AS “YOU”/ “YOUR”/ “USER”) AND IS A BINDING AGREEMENT BETWEEN THE USER AND US IN RELATION TO THE USE OF THE PLATFORM AND SETS FORTH THE TERMS AND CONDITIONS BY WHICH YOU MAY ACCESS AND USE THE PLATFORM, SERVICES AVAILABLE ON THE PLATFORM, ADD-ON SERVICES AND OUR RELATED WEBSITES, SERVICES, APPLICATIONS, PRODUCTS AND CONTENT (COLLECTIVELY, THE “SERVICES”).
THE TERMS OF THIS DOCUMENT WILL BE EFFECTIVE UPON YOUR ACCEPTANCE OF THE SAME (DIRECTLY OR INDIRECTLY IN ELECTRONIC FORM, OR BY CONTINUING USE OF THE PLATFORM AND/OR BY CREATING A REGISTERED ACCOUNT ON THE PLATFORM (HEREINAFTER REFERRED TO AS “ACCOUNT”) AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND US FOR YOUR USE OF THE PLATFORM AND THE SERVICES RENDERED THEREIN.
THIS DOCUMENT IS AN ELECTRONIC RECORD IN TERMS OF THE RELEVANT APPLICABLE LAWS. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES.
PLEASE READ THIS DOCUMENT CAREFULLY. BY USING THE PLATFORM, YOU INDICATE THAT YOU UNDERSTAND, AGREE AND CONSENT TO THIS DOCUMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS DOCUMENT, PLEASE DO NOT USE THIS PLATFORM AND SERVICES. YOU HEREBY PROVIDE YOUR UNCONDITIONAL CONSENT OR AGREEMENT TO US AS PROVIDED UNDER THE RELEVANT APPLICABLE LAWS TO ACCESS AND USE YOUR PERSONAL INFORMATION THAT YOU HAVE VOLUNTARILY PROVIDED TO US IN CONNECTION WITH THE USE OF THE PLATFORM AND THE SERVICES.
You must be at least eighteen (18) years or older to access and use this Platform. A minor (i.e., below the age of 18 years) shall not be entitled to avail the Services of this Platform. Your entity or organization on behalf of which You are accessing the Platform and availing the Services should have been incorporated as per the applicable laws.
Through the Platform, We shall provide automated digital marketing services to You, or any other services specified under the relevant service agreement or order form that may be entered in this regard, or any new services that We may introduce from time to time as a Service to which You may subscribe to, and any updates, modifications, or improvements thereto (“collectively referred to as Services”).
If You wish to subscribe to Our subscription plan and avail Services or any other Services available on the Platform, You shall agree and execute the Master End-User License and Subscription Services Agreement (“Agreement”) which can be found directly on the Platform and shall also be made available upon Your request.
The Platform shall be pre-integrated with a number of third-party add-on services. These add-on services are provided by third party vendors. When You purchase such services through the Platform, the terms and conditions of those third-party vendors may apply to You. You are urged to review such terms and conditions before purchasing or otherwise accessing any such add-on services through the Platform. We cannot and do not take any responsibility for, nor makes any warrant on behalf of, such add-on services or responsible for the terms and conditions set forth by such third-party vendors.
Any exchange of data or information between You and the third-party add-on services’ vendors is solely between the You and the third-party add-on services’ vendors and We are not responsible for any disclosure, modification ,or deletion of the User data (defined below) resulting from access by such third-party add-on services’ vendor.
For the purpose of clarification, “User Data” shall mean all electronic data, text, messages, User Content, logo, or other materials, including without limitation to Personal Data of the User, and its end-users (if any), submitted by You to Us in connection with the use of the Services.
Third-Party Platform Integration:
We shall integrate with certain third-party platforms to render Our Services to You. Therefore, if You avail any Services which requires integration with third-party platforms, then, You shall be bound by the terms and conditions of such third-party platforms. Further, if You suffer any loss or damage or injury in relation to the third-party platforms, You acknowledge that We shall not be liable for the loss or damage or injury and You agree that You shall make claim against such third-party platforms for the loss or damage or injury suffered by You.
Creation and Publication of Advertisement
In order to publish advertisement on multiple social media platforms through the Platform, You may either submit the advertisement content (“Advertisement”) or engage Our authorised third- party advertisement and content creators for creating Advertisement for your purpose. You shall promptly check any proofs of advertising provided by such third-party creators and notify Us with any changes or any errors in the proofs or in any Advertisement that We publish for You. We do not accept any responsibility for errors in advertising material that has been submitted electronically by You. We shall not publish any Advertisement on your behalf that has not been submitted by you electronically on our platform for publishing, without your prior written approval.
You acknowledge that We are entitled to publish Your Advertisement via the social media platform authorised by You. We may refuse to publish any Advertisement provided by You without giving any reason, at Our sole discretion. We reserve the right to refuse or withdraw Your Advertisement from publication at any time, without giving reasons, even if We have previously published the same or similar advertisement and even if there is contract that has been formed between Us.
We may, with prior consultation or notice to You, amend Your Advertisement, if We believe that the publication of Your Advertisement would be offensive, in breach of any law, in breach of any pre-existing agreement we have with a third party or in breach of a third-party rights. Any amendment to Your Advertisement shall not reduce the Subscription Fee agreed between Us.
By submitting advertising material to Us or authorising or approving the publication of Advertisement by Us on Your behalf, You warrant that the Advertisement complies with all relevant laws and regulations and that its publication will not give rise to any claims or liabilities against Us, our partners, Our directors, employees or agents. By submitting, authorising or approving Advertisement for publication by Us, You indemnify Us and Our partners, our directors, employees and agents against all claims, demands, proceedings and other liability arising wholly or partially, directly or indirectly, from the publication of the Advertisement and from any negligent or unlawful act or omission by You in connection with the publication of Advertisement.
3. BETA SERVICES
We make available to You, some or all portions of the Website and the Platform that are in the beta development, and evaluation phase currently (“Markey Beta Services”). It is hereby clarified that the Markey Beta Services may contain bugs, errors, omissions, and other problems. You hereby understand and accept that any risk or damages arising out of the use or performance of the Markey Beta Services will be Your responsibility.
The Markey Beta Services may be substantially modified prior to their first commercial availability or may be withdrawn at any time. Although We will make best possible efforts to intimate users of Markey Beta Services about any modification or termination of such Services ahead of time, We reserve the right to modify or terminate the Markey Beta Services and Your access to the Markey Beta Services for any reason, without notice, at any time, and without any liability to Us.
You may follow the procedure mentioned below in Clause 4 for signing up with Us for availing Our other Services on the Platform.
4. SIGNING UP AND ACCOUNT REGISTRATION
Procedure for signing up:
In case You are desirous of availing Our Services, You are required to sign up for Our Services by following the below given steps:
To use Our Services on the Platform, You will need to create an Account on the Platform and become a registered Account holder of the Platform by registering in the manner as fully specified under the Agreement. Further, other terms in relation to maintenance of an Account shall be stipulated under the Agreement. Thereby, You are also bound by terms of the Agreement and Order Form if You are availing Our Services available on the Platform.
5. SUBSCRIPTION PLAN
The User, to avail Our Services shall choose an appropriate subscription plan mutually agreed between You and Us from time-to-time basis and You agree to pay the applicable fee in advance on yearly, quarterly, monthly basis, unless otherwise agreed in the Agreement/Order Form (“Subscription Fee”). Further, the payment terms and other terms in relation to the Subscription Fee shall be specified in detail under the Agreement or in the relevant Order form.
6. PLATFORM ACCESS AND USE OF SERVICES
You shall not use the Platform or the Services therein to host, display, upload, modify, publish, transmit, store, update or share any information that:
You agree to not use the Platform to:
In addition to the above, You shall also be compliant to Our Privacy Policies as updated from time to time, a copy of which is available on our Platform.
By using the Platform, You expressly relieve and hold Us harmless from any and all liability arising from Your use of any third-party communications and third-party content, including any loss or damage incurred as a result of any dealings between You and any third parties, or as the result of the presence of such third-party content on the Platform or the failure of such third-party content to function as intended. It is Your responsibility to evaluate the content and usefulness of the information obtained from third-party content.
7. PERSONAL DATA PROTECTION
8. INTELLECTUAL PROPERTY RIGHTS AND PLATFORM LICENSE
All software used on the Platform is GALE’s Intellectual Property and is protected by Indian and international copyright laws.
You shall not re-utilise the Services of Our Platform or systematically extract any part of the content, use any robots, data mining or extraction tools for reutilization of Our Platform. Further, You shall not create publish anything that features parts of Our Platform (for example Our Services and its prices) without our prior written permission.
You own the rights to User Data that You provide to Us. We do not claim ownership over such User Data. We shall have a right and license to incorporate the User Data into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback received from You. We reserve Our rights to re-use any and all techniques and know-how gathered by Us while providing the Services to You. All rights not expressly provided to You herein are reserved.
9. USER CONTENT
We do not pre-screen the User Content submitted/uploaded by You on the Platform for the purpose of availing Our Services. However, We and our authorised third-party vendors have the right to in Our sole discretion to refuse or remove the User Content that is provided by You on the Platform.
10. REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of signing up on the Account without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to applicable law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
12. DISCLAIMER OF WARRANTIES
WE DO NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE AVAILING OF ANY SERVICES THROUGH SUCH THIRD-PARTY LINKS, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
WITHOUT LIMITING THE FOREGOING, NEITHER US NOR OUR AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR THAT THE PLATFORM WILL BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT IT WILL ALWAYS BE ACCESSIBLE; NOR WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR, INFORMATION OR MATERIALS OR SERVICES PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM. NEITHER US NOR OUR AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER. WE, OUR AFFILIATES AND LICENSORS DO NOT WARRANT THAT THE PLATFORM IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
13. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL WE, OUR AFFILIATES, LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL(C), ANY LOSS OF OPPORTUNITY, ANY LOSS OF DATA SUFFERED BY YOU.
WITH RESPECT TO THE SUBSCRIBED SERVICES, THE RESPECTIVE CLAUSE ON THE LIMITATION OF LIABILITY IN THE AGREEMENT SHALL BE INCORPORATED BY REFERENCE WITH THE SAME FORCE AND EFFECT AS THOUGH FULLY SET FORTH HEREIN.
WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF: ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY HYPERLINKED WEBSITE, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND SUCH HYPERLINKED WEBSITE WHOSE HYPERLINK APPEARS ON THE PLATFORM; ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
YOU AGREE THAT YOUR USE OF OUR SERVICES IS VOLUNTARY AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.
WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.
YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT MESSAGING AND DATA CHARGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
We also provide You Frequently Asked Question (FAQ) on the Platform where We shall address certain common questions that You as a User shall have while accessing the Platform and using Our Services.
15. GRIEVANCE REDRESSAL MECHANISM
16. FORCE MAJEURE
We shall be relieved of all Our responsibilities, if any, in the event of failure of performance resulting directly or indirectly from an act of force majeure or causes beyond our reasonable control including, without limitation, acts of god, war, equipment and technical failures, electrical power failures or fluctuations, strikes, labour disputes, riots, civil disturbances, shortages of labour or materials, epidemics, pandemics, lockdown (state-wise or nation-wide), natural disasters, orders of domestic or foreign courts or tribunals, non-performance of third parties, or any reasons beyond Our reasonable control. You further acknowledge and agree that We are not responsible or liable for (a) any incompatibility between the Platform and any other website, service, software, or hardware or (b) any delays or failures You may experience with any transmissions or transactions relating to the Platform in an accurate or timely manner.
All notices shall be given to Us via email, or to You at either the email or postal address You provide.